Form 4: Okta CFO Reports Significant Equity Transactions

Okta's Chief Financial Officer, Brett Tighe, reported the acquisition of 18,271 Class A Common Stock shares through RSU vesting and the disposition of 7,222 shares for tax withholding on December 15, 2025.

Summary

• Brett Tighe, Okta's Chief Financial Officer, reported multiple transactions involving the company's Class A Common Stock and Restricted Stock Units (RSUs).
• On December 15, 2025, Tighe acquired a total of 18,271 shares of Class A Common Stock through the vesting of various RSU grants.
• Concurrently, 7,222 shares of Class A Common Stock were disposed of to cover tax withholding obligations related to these RSU vestings.
• Following these transactions, Tighe directly beneficially owns 144,385 shares of Class A Common Stock.
• Additionally, Tighe indirectly holds 1,250 shares of Class A Common Stock and 69,046 shares of Class B Common Stock through a trust, with each Class B share convertible into one Class A share.
• The RSUs vest over time, subject to continuous employment, with various grants having initial vesting dates in June 2022, 2023, 2024, and 2025, followed by quarterly installments.

Sentiment

Score: 5

Explanation: The filing is a factual report of routine executive compensation transactions (RSU vesting and tax withholding) and does not inherently convey positive or negative sentiment regarding the company's performance or outlook.

Positives

• The vesting of Restricted Stock Units (RSUs) represents the realization of executive compensation, indicating continued alignment of management's interests with shareholders.
• The net increase in direct beneficial ownership of 11,049 Class A Common Stock shares (18,271 acquired minus 7,222 disposed for taxes) demonstrates a continued equity stake in the company.

Negatives

• The disposition of 7,222 shares of Class A Common Stock for tax withholding purposes reduces the direct equity holdings that would otherwise have resulted from the RSU vestings.

Future Outlook

N/A

Industry Context

This Form 4 filing details routine executive compensation activity, specifically the vesting of Restricted Stock Units and subsequent tax-related share dispositions. Such transactions are common across the technology industry as a standard component of executive compensation packages, designed to align management incentives with long-term shareholder value.

Related Party Transactions

• Indirect beneficial ownership of 1,250 Class A Common Stock and 69,046 Class B Common Stock through a trust.

Stakeholder Impact

• Shareholders: Provides transparency into executive equity ownership and compensation realization, which is a standard aspect of corporate governance.
• Employees: The RSU vesting structure is a common form of long-term incentive compensation for executives, aligning their interests with company performance.

Next Steps

• Remaining shares underlying various RSU grants will continue to vest in quarterly installments, subject to the reporting person's continuous employment with Okta, Inc.

Key Dates

Keywords

Okta, OKTA, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, RSU Vesting, Class A Common Stock, Chief Financial Officer, Brett Tighe, Equity Holdings